User Agreement | PlayerNest
1.1 PlayerNest is a marketplace that allows users to offer, sell and buy products. As a marketplace, PlayerNest does not own or sell the items listed on this site. The actual contract for sale is directly between Buyers and Sellers. While PlayerNest may help to facilitate the resolution of disputes between Buyers and Sellers, PlayerNest has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of Users’ content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
1.3 Please be advised that this User Agreement contains provisions that govern how claims you and PlayerNest have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below). It also contains an Agreement to Arbitrate, which will require you to submit claims you have against PlayerNest to binding and final arbitration.
1.4 Acceptance of the Agreement. By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this WebSite and any further upgrade, modification, addition or change to this WebSite. If you do not accept all of the terms and conditions of this Agreement, please do not use this WebSite. You may not use the Site and may not accept the terms of this Agreement if (a) you are not of legal age to form a binding contract, or (b) you are a person barred from using the Site under the laws of the United States or other countries including the country in which you are a resident or from which you use the Site. Before you continue, you should print off or save a local copy of this Agreement for your records.
1.5 Amendments. PlayerNest may amend this Agreement and/or Site policies at any time, with or without notice to you, by posting the amended and restated Agreement or policy on the Site. The amended and restated Agreement and/or policy shall be effective immediately upon posting. Posting by PlayerNest of the amended and restated Agreement or policy and your continued use of the Site shall be deemed to be an acceptance of the amended terms. This Agreement and Site policies may not otherwise be modified, except in writing by an authorized officer of PlayerNest.
2.1 PlayerNest Content. Information, text, images, video clips, directories, files, databases or offers available on or through the Site are hereinafter referred to as "PlayerNest Content.”
2.2 Registered User. Each User who has filled out a registration form on the Site by giving User information (such as name, address, telephone number, fax number, email address, etc.) is a registered user (“Registered User”) of PlayerNest. PlayerNest will establish an account ("Account") for each Registered User on the Site and each Registered User will be assigned a user alias ("User Name") and password ("Password") for login access to its Account on the Site.
2.3 Third-Party Content. Some of the PlayerNest Content displayed on the Site is provided or posted by third parties, hereinafter referred to as “Third Party Content.”
2.4 Third-Party Rights. Third party copyrights, trademarks, trade secrets, patents, and other personal or proprietary rights affecting or relating to material or information displayed on the Site, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on the Site, are hereafter referred to as "Third Party Rights."
2.5 Transaction Risks. The risks assumed by Users when using the Site or conducting transactions are deemed "Transaction Risks." Transaction Risks include risks of liability or harm of any kind in connection with using the Site. Such risks shall include, but are not limited to:
+ Misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, and breach of contract.
+ Risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that Users may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands, or claims by Third Party Rights claimants.
2.6 User. For purposes of this Agreement, a "User" is any person who accesses the WebSite for whatever purpose, regardless of whether said User has registered with PlayerNest as a registered User. A User includes any person using this Site and any legal entity which may be represented by such person under actual or apparent authority.
Use of PlayerNest
3.1 General. Users may use this Site solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any PlayerNest Content for the purpose of re–selling or re–distributing PlayerNest’ Content, mass mailing (via emails, wireless text messages, physical mail, or otherwise), operating a business that competes with PlayerNest, or otherwise commercially exploiting PlayerNest Content. Systematic retrieval of PlayerNest Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices, or manual processes) without written permission from PlayerNest is prohibited. In addition, use of PlayerNest Content for any purpose not expressly permitted in this Agreement is prohibited.
3.2 Messages or information sent by a User through communication systems provided by PlayerNest, as well as emails, faxes, letters to addressees, or instant messages sent to addresses acquired from information obtained from the Site, shall not contain any of the materials described in the provisions of Section 5.4.
3.3 No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by PlayerNest or any other User, and no User shall attempt to gain unauthorized access to such computer systems or networks.
3.5 Third Party Rights. As a condition of your access to and use of the Site, you agree that you will not use our Services to infringe the Third Party Rights of others in any way. PlayerNest will in appropriate circumstances terminate the accounts of Users who are repeat infringers of the Third Party Rights of others. In addition, PlayerNest reserves the right to terminate the account of any User if PlayerNest believes that the User’s conduct is harmful to the interests of PlayerNest, its employees, directors, affiliates, or other Users, or for any other reason in PlayerNest’ sole and absolute discretion, with or without cause.
4.2 Notwithstanding Section 4.1, PlayerNest may refuse registration and deny the issuance of an Account and associated User Name and Password to any User for whatever reason or for no reason at all.
4.3 PlayerNest may suspend or terminate a Registered User's Account at any time if:
+ In PlayerNest' sole and absolute determination, there is any breach of the provisions of this Agreement by the Registered User; or
+ PlayerNest has reasonable grounds to suspect that information provided by a Registered User is untrue, inaccurate or is not current or complete; or
+ PlayerNest believes that User conduct is harmful to the interests of PlayerNest, its employees, directors, affiliates, or other Users; or
+ For any other reason in PlayerNest’ sole and absolute discretion.
4.4 Prohibition on transferability of Account, User Name, and Password. A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User Name or Password to a third party without the prior written consent of PlayerNest. PlayerNest may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.
Posting on PlayerNest
5.1 You must be a Registered User in order to post information on the Site using the self–help submit and edit tools provided by the Site.
5.2 No sales agency relationship is created between any User and PlayerNest, its affiliates, directors, officers or employees by virtue of PlayerNest' display of any of the User's information on the Site.
5.3 Each User hereby represents, warrants and agrees:
+ That any information provided by the User to be displayed on the Site is true, accurate, current and complete; and
+ That it will maintain and promptly amend all information to keep it true, accurate, current and complete.
5.4 Prohibited behavior. Each User hereby represents, warrants and agrees that information submitted to PlayerNest for display on the Site shall not:
+ Contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
+ Be part of a scheme to defraud other Users of the Site or for any other unlawful purpose;
+ Relate to the sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any Third Party Rights;
+ Violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control,
consumer protection, unfair competition, anti–discrimination or false advertising);
+ Be defamatory, libelous, unlawfully threatening or unlawfully harassing;
+ Be obscene or contain or infer any pornography or sex–related merchandising or any other content that otherwise promotes sexually explicit materials or is otherwise harmful to minors;
+ Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
+ Contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming);
+ Solicit business from any Users in connection with a commercial activity that competes with PlayerNest. Furthermore, in the event that PlayerNest determines that User has violated this Section 5.4(i), User authorizes PlayerNest to levy a fine of up to $150.00 against the User’s registered payment method on file with PlayerNest, and/or require a deposit of up to $300.00 to reactive the User’s Account;
+ Contain any computer viruses, Trojan horses, worms or other destructive devices and codes that have the effect of damaging,
interfering with, intercepting or expropriating any software or hardware system, data, or personal information;
+ Link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement; or
+ Otherwise create any liability for PlayerNest, its employees, directors or its affiliates.
5.5 Third Party Rights. Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark, trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to PlayerNest or authorizes PlayerNest to display. Each User hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to PlayerNest or authorizes PlayerNest to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.
5.6 Grant of license. Each User hereby grants an irrevocable, perpetual, worldwide and royalty–free, sub–licensable (through multiple tiers), assignable license to PlayerNest and its affiliates to display and use all information provided by such User in accordance with the purposes set forth in this Agreement and to exercise the rights you have in such material or information, including, but not limited to, copyright, publicity, and database rights, in any media now known or not currently known.
5.7 Removal of Material. PlayerNest reserves the right in its sole and absolute discretion to remove any material displayed on the Site, including material which it believes in its sole and absolute discretion is unlawful, could subject PlayerNest to liability, violates this Agreement, or is otherwise deemed inappropriate.
5.8 PlayerNest reserves the right to cooperate fully with governmental authorities, private investigators, and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Furthermore, PlayerNest may disclose the identity and contact information of any User if requested to do so by a government or law enforcement body, an injured third party, a subpoena, or any other legal action, and PlayerNest shall not be liable for damages or any other consequences thereof. User further agrees that it will not bring any action or claim against PlayerNest for such disclosure. In connection with any of the foregoing, PlayerNest may suspend or terminate the Account of any User as PlayerNest deems appropriate in its sole and absolute discretion. User agrees that PlayerNest shall have no liability to User, including liability for consequential or any other damages, in the event PlayerNest takes any of the actions mentioned in this Section, and User agrees to bear the risk that PlayerNest may take such actions.
Transactions between Buyers and Sellers
6.1 General. PlayerNest provides an electronic web–based platform for exchanging information between buyers (“Buyer”) and sellers (“Seller”) of products and services.
6.2 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through, or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
6.3 PlayerNest does not represent the Seller or the Buyer in specific transactions, nor does PlayerNest act as an agent for either Seller or Buyer. PlayerNest does not control and is not liable to or responsible for the quality, safety, lawfulness, or availability of the products or services offered for sale on the Site, the ability of Sellers to complete a sale, or the ability of Buyers to complete a purchase. Users are hereby made aware that there may be risks of dealing with other Users acting under false pretenses. PlayerNest uses several techniques to verify the accuracy of the information our Users provide to us when they register on the Site. However, because User verification on the Internet is complex and problematic, PlayerNest cannot and does not confirm each User's purported identity. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.
6.4 Assumption of Risks. Each User acknowledges that it is fully assuming all Transaction Risks when using the Site to conduct transactions, and that it is fully assuming the risks of liability or harm of any kind in connection with using the Site. Each User agrees that PlayerNest shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions, or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.
6.5 Taxes. Users shall pay all sales and use taxes and all other taxes arising from their use of the Site.
7.1 Seller fees. The fees we charge for using our Services are listed on our Seller Fees & Disbursements page. PlayerNest may change its fees from time to time by posting the changes on the Site 14 days in advance, but with no advance notice required for temporary promotions.
7.2 Buyer fees. The fees we charge for processing payments are posted on our Buyer ’Payments & Refunds’ page. PlayerNest may change its fees from time to time by posting the changes on the Site 14 days in advance, but with no advance notice required for temporary promotions.
7.3 Miscellaneous. Users must have a payment method on file when selling or buying on PlayerNest, and Users must pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, as well as retaining collection agencies and legal counsel). In addition, Users will be subject to late fees. Also see 8.2 and 8.3 below for fines, deposits, and reimbursement obligations related to violations of this User Agreement.
Disputes between Users
8.1 PlayerNest as Arbitrator. In the event that any User has a dispute with any other User with regard to a transaction on the Site, such User agrees to submit the dispute to PlayerNest as the arbitrator for final and binding judgment. In order to allow PlayerNest to fairly and reasonably conduct investigations, Users agree to refrain from seeking third party arbitration while an order is still open or pending. Users who seek third party intervention (with the exception of Government Investigative Authorities) will be seen as interfering with the investigative process and attempting to force a decision in their favor. PlayerNest reserves the right to suspend or permanently ban Users who attempt to interfere with standard operating procedures for orders which are still active or pending.
8.2 Obligation to Reimburse. If a Seller is required to reimburse the Buyer or PlayerNest, the Seller authorizes PlayerNest to remove the reimbursement amount (in same or other currency) from their designated payment method (i.e. Skrill, PayPal, etc.) on PlayerNest. The Seller is required to have a valid payment method on file. If there are insufficient funds in the account, the Seller authorizes PlayerNest to charge any reimbursement amount owed to the payment method on file. PlayerNest may also place the reimbursement amount on the Seller’s invoice. If Seller does not provide PlayerNest with a valid payment method, we may collect the outstanding sums using other collection mechanisms, including retaining collection agencies.
8.3 Fines. In the rare event that PlayerNest determines that a dispute between Users is due to a User’s breach of this User Agreement, the breaching User authorizes PlayerNest to levy a fine against the User’s payment method, up to $1000.00. In addition, PlayerNest may suspend or ban the User’s Account, and/or require a deposit of up to $1000.00 to reactive the User’s Account.
8.4 Release. If you have a dispute with one or more Users, you agree to release and indemnify PlayerNest and its officers, directors, employees, agents, affiliates, and subsidiaries from all claims, demands, actions, proceedings, costs, expenses and damages, including without limitation any actual, special, incidental or consequential damages of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time of agreeing to this release.
Disclaimer of Warranties; Limitation of Liability
9.1 THE FEATURES AND SERVICES ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND PLAYERAUCTIONS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
9.2 PlayerNest MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE. PlayerNest DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND PlayerNest MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE.
9.3 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk, and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from PlayerNest or through or from the Site shall create any warranty not expressly stated herein.
9.4 Force Majeure. Under no circumstances shall PlayerNest be held liable for any delay, failure, or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or nonperformance of third parties.
9.5 Each User hereby agrees to indemnify and hold harmless PlayerNest, its affiliates, directors, officers, and employees, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly:
+ From such User’s use of the Site, including but not limited to the display of such User's information on the Site;
+ From such User’s breach of any of the terms and conditions of this Agreement;
+ From such User’s breach of any representations and warranties made by the User to PlayerNest, including but not limited to those set forth in Sections 5.3, 5.4, and 5.5 above.
+ As a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site.
9.6 PlayerNest and its affiliates, directors, officers and employees shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise, or any other damages resulting from any of the following:
+ The use or the inability to use the Site;
+ Any defect in goods, samples, data, information or services purchased or obtained from a User or a third–party service provider
through the Site;
+ Any claims or demands that User’s manufacture, importation, distribution, offer, display, purchase,
sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
+ Unauthorized access by third parties to data or private information of any User;
+ Statements, conduct, or material posted by Users of the Site, including defamatory, offensive or illicit material; or
+ Any other matter relating to the Site.
9.7 Right to assume defense and control. PlayerNest reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with PlayerNest in asserting any available defenses.
9.8 PlayerNest reserves the right to limit, deny or create different access to the Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall PlayerNest or any of its affiliates, directors, officers, or employees be liable to the User or to any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise).
9.9 Third-Party Content. PlayerNest is not the author of Third Party Content, whether contributed by anonymous users or paid content providers. Neither PlayerNest nor any of its affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of our display of Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. Neither PlayerNest nor any of its affiliates, directors, officers or employees is responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance on such Third Party Content. In addition, neither PlayerNest nor any of its affiliates, directors, officers or employees is responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
9.10 Third-Party Websites. PlayerNest may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such Third Party's website. User acknowledges that PlayerNest has no control over such third party websites, does not monitor such websites, and neither Playernest nor any of its affiliates, directors, officers or employees shall be responsible or liable to anyone for such website, or any content, products or services made available on such website. User is cautioned to read such websites’ terms and conditions and privacy policies before using such third party websites in order to be aware of the terms and conditions of your use of such websites.
9.11 Regardless of the previous provisions, if PlayerNest is found to have liability, its liability is limited to the greater of a) the amount of the specific transaction in dispute, b) the amount of fees in dispute not to exceed the total fees which User paid to PlayerNest in the 12 months prior to the action giving rise to the liability, or c) $100.
PlayerNest’ Intellectual Property Rights
10.1 General. PlayerNest is the sole owner or lawful licensee of all the rights to the Site and the PlayerNest Content. The Site and the PlayerNest Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and the PlayerNest Content shall remain with PlayerNest, its affiliates, or licensors of the PlayerNest Content, as the case may be. All rights not otherwise claimed under this Agreement or by PlayerNest are hereby reserved.
10.2 Trademarks and Service Marks. "PlayerNest,” "PlayerNest.com", "SafeWay guarding system” and related icons and logos are registered trademarks or trademarks or service marks of PlayerNest, LLC in various jurisdictions, and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
Notice to Users
11.1 All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, facsimile, or email to the last known correspondence, fax or email address provided by the User to PlayerNest, or by posting such notice or demand on an area of the Site that is publicly accessible without charge. Notice to a User shall be deemed to be received by such User if and when:
+ PlayerNest is able to demonstrate that the communication, whether in physical or electronic form, has been sent to such User; or
+ Immediately upon PlayerNest’ posting of such notice on an area of the Site that is publicly accessible without charge.
Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code
12.1 PlayerNest responds to notices of alleged copyright infringement as required by the United States Digital Millennium Copyright Act. Visit www.playernest.com/dmca/
to learn how to submit a notice to PlayerNest.
13.1 You and PlayerNest agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the PlayerNest User Agreement, your use of or access to the Site, the Services, or any products or services sold or purchased through PlayerNest’ sites, services, applications, or tools will be resolved in accordance with the provisions set forth in this Legal Disputes Section. Please read this Section carefully. It affects your rights and will have a substantial impact on how claims you and PlayerAuctions have against each other are resolved.
13.2 Applicable Law. You agree that the laws of the State of California, without regard to the principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and PlayerNest, except as otherwise stated in the User Agreement.
13.3 Agreement to Negotiate and Arbitrate. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association. You and PlayerNest each agree that any and all disputes or claims that have arisen or may arise between you and PlayerNest relating in any way to or arising out of this or previous versions of the User Agreement, your use of or access to PlayerNest’ Services, or any products or services sold, offered, or purchased through PlayerNest’ Services shall be settled exclusively through final and binding arbitration administered by the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California, and the language of arbitration shall be English. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, and Title 9 of the U.S. Code (United States Arbitration Act) shall govern the interpretation and enforcement of this Agreement to Arbitrate.
13.4 In no event shall an award in an arbitration initiated under this clause exceed the greater of a) the amount of the specific transaction in dispute, b) the amount of fees in dispute not to exceed the total fees which User paid to PlayerNest in the 12 months prior to the action giving rise to the liability, or c) $100.
13.5 Costs. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration.
13.6 Confidentiality. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
13.7 Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND PlayerNest AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PlayerNest AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER PlayerNest USERS.
13.8 Consent to Jurisdiction. In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, you agree that any claim or dispute that has arisen or may arise between you and PlayerNest must be resolved exclusively by a state or federal court located within the county of Los Angeles, California. You and PlayerNest agree to submit to the personal and exclusive jurisdiction of the courts located within Los Angeles, California, for the purpose of litigating all such claims or disputes.
13.9 Reviews, Comments, Communications, and Other Content. You may post reviews, comments, and other content; and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, libelous, slanderous, invasive of privacy, infringing on intellectual property rights, constitutes a defamatory or privacy tort, or is otherwise injurious to third parties or objectionable. Such content must also not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam". You may not use false e-mail addresses, impersonate any person or entity, or otherwise mislead as to the origin of the information you provide.
13.10 Damaging Communications. You agree to never publish or post without lawful justification or excuse any information that is likely to injure the reputation of us or any person, exposing us or them to hatred, contempt, or ridicule. This includes information that is designed to insult the person of/or concerning whom it is published. We reserves the right to remove such content, but does not regularly review posted content. We assume no responsibility for the observing and policing of user-posted communications. If you are unable to remove or edit such content at our request, you are obligated to turn over all data, accounts, passwords, or any information related to accessing, viewing, or altering this content.
13.11 Licensing Rights and User Content. In the event you do post content or submit material, and unless we indicate otherwise, you grant us and our affiliates a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any form of media. You grant us and our affiliates and sub licensees the right to use the name or user name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you indemnify us and our affiliates for all claims resulting from content you supply.
13.12 Policing of Content. We have the right but not the obligation to monitor and edit or remove any and all activity or content. We take no responsibility and assumes no liability for any content posted by you or any third party or posted by others in relation to us.
13.13 Duty of Care. You will conduct your activities and communications regarding our Confidential Information with only the highest degree of care to ensure such information remains confidential. This degree of care will at least be of that with which you care for your own Confidential Information. You may not copy, recreate, or otherwise reproduce any of our Confidential information in whole or part excepting those situations expressly permitted by this agreement or by expressed written consent of our officers or attorneys. In the event of misuse or misappropriation of any Confidential Information, you agree to disclose this to us immediately so that appropriate steps may be taken to minimize potential damage resulting from such misuse or misappropriation.
13.14 Removal. You hereby grant us full rights to remove and/or require you or a third party remove any alleged breach of this agreement until and unless a court of law determines otherwise. This includes requesting forum moderators and website operators to remove Confidential Information.
13.15 Return of Materials. Any materials or documents that have been furnished by us to you in connection with the subject of this agreement will be promptly returned by you, accompanied by all copies of such documentation or certification of the destruction of such documentation, within (10) days after (i) the relationship between us and yourself has been terminated or (ii) on receipt of written request from us.
13.16 Protective, Gag, Cease and Desist, and Restraining Orders. You grant us the right to obtain a protective order, gag order, cease and desist, restraining order, or other necessary legal method to restrict information or activities from causing harm or harassment, including torts of any nature, to us, our staff, our clients, users, or third parties. This applies to current, past and future activities you may conduct that cause harm or harassment or potential harm or harassment.
13.17 Relief. You hereby understand and agree that violation of this Non-Disclosure Agreement creates a substantial likelihood of irreparable damage to us and we are thereby entitled to injunctive relief to prevent the possibility of such harm occurring. Additionally, the aggrieved party is entitled to compensatory damages and reasonable attorneys' fees arising from obtaining such injunctive or compensatory relief. This relief in no way constitutes a full remedy unless expressly stated so by the parties. You affirm that we have the right to obtain injunctive and/or compensatory relief, including damages, as well as collect attorney and court fee(s), on any breach of this Agreement. You agree that you are responsible for your own costs and expenses, including attorneys' and court fees, associated with this Agreement and will not demand such costs from us.
13.18 Information. The parties agree never to share information regarding the agreement or any information related to the agreement or the other parties to any third-party provider. This includes any information relevant to any asset data, source code, information, e-mails, electronic messages, posts, physical correspondence, discussions, statements, or any information of any asset, product, or service rights transferred to another party to this contract, except in the following circumstances. 13.18(1) Company reserves the right to disclose information to any third party involved subsequently after the Company has sent a notice of breach of agreement to you or a dispute arises involving the agreement. 13.18(2) In the event of a complaint being filed with the Company by e-mail or other electronic means regarding any disputes claiming that the asset or character data, source code or information transferred to you upon purchase with the Company has been altered, changed suspended, banned, or in some other way has stopped working beyond your control, Company may use the electronic data sent. This data will not contain another party's account asset or character data, source code, information, or e-mails prior to the electronic delivery of your service or product.
14.1 No person, employee, agent or entity affiliated in way to any game publisher or developer, including, without limitation, Blizzard Entertainment, Battle.net, Sony Online Entertainment Inc., Sony Computer Entertainment America Inc., NCSoft Corporation, Turbine, Ubisoft, Codemasters, Electronic Arts, CCP Games, Atari, Webzen, Acclaim, Mythic Entertainment, Inc., Lucasfilm Entertainment Company Ltd., and Square Enix CO., LTD., is authorized to use or access this site or to utilize the services provided herein.
14.2 You may not open a new account if your account is suspended without our expressed written permission. Doing so will be an immediate breach of the user agreement and you will be liable for any resulting damage.
15. You agree to indemnify PlayerNest, our employees, subsidiaries, affiliates and officers as harmless from any claim or demand, including attorneys' fees, made by a third party arising out of any breach of these conditions you conduct, as well as any breach of other terms and conditions from third parties you breach, as well as any terms and conditions incorporated by reference.
16. If any term or provision in these Terms and Conditions is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final and non-appealable, then the offending provision shall be deemed modified only to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken here from in its entirety, and unless such term or provision is material to the performance of these Terms and Conditions, the remainder of these Terms and Conditions shall survive with the said offending provision eliminated.
17. You acknowledge that violation of these Terms and Conditions could cause irreparable harm for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore, agree that we shall be entitled, in addition to its other rights, to seek and obtain injunctive relief for any violation of these Terms and Conditions without the filing or posting of any bond or surety. Furthermore, in the event a lawsuit or action is brought by any party under these Terms and Conditions to enforce any of its terms, it is agreed that if we are deemed to be the prevailing party as determined by final judgment, not subject to appeal, of a court of competent jurisdiction, we shall be entitled to recovery of reasonable attorney's fees, expert fees, litigation expenses and court costs in addition to any other relief granted by the court.
18.2 Parties. “We”, “us”, “our” and all other first person pronouns and the like refer to PlayerNest. All references to “you” “your” and all other second person pronouns refer to any users, buyers, sellers, or other third parties accessing or using any of PlayerNest websites, intellectual property, or other services.
18.3 Partnership. PlayerNest and the User are independent contractors, and no agency, partnership, joint venture, employee–employer, or franchiser–franchisee relationship is intended or created by this Agreement.
18.4 The failure of PlayerNest to exercise or enforce any right or provision of the terms of this Agreement shall not constitute a waiver of such right or provision.
18.5 Security Risk. "Security Risk" means that the Video Game Asset or Product Data which we are set to acquire has a risk of breaching our sell agreement.
18.6 User agrees that there shall be no third party beneficiaries to this agreement.
18.7 Headings are for reference purposes only, and in no way define, limit, construe or describe the scope or extent of such section.
18.8 Defamatory and Privacy Torts. "Defamatory and Privacy Torts" includes publishing a untrue and harmful statements about us or its affiliates or employees.
19.1 You must be of 18 years of age to use our site or have parental permission to do so. You may not misrepresent your identity in any way to us or other users. You must provide valid, complete, and active contact information to us, including a valid phone number and email address.
19.2 You will not publish your contact information or others' contact information anywhere on our site excepting designated areas in which we explicitly require it.
19.3 Your user name must be follow all the rules for conduct contained in this Agreement.
20.1 All material on our website is copyright and subject to international and domestic copyright law. You may not copy, reproduce, create derivative works, or in any other way use our intellectual property. We reserve full rights in our intellectual property and transmission to you in no way implies the grant of a license. This includes but is not limited to all site content, text, graphics, logos, icons, images, audio clips, animations, digital downloads, data compilations, data structures, spreadsheets, software, characters and other intellectual property. We make no claims to copyrighted material not produced by us.
20.2 We respect the intellectual property of others. If you believe that your work has been used in a way that constitutes copyright infringement, please contact our email@example.com.